ASAE Foundation. Advancing the Profession of Association Management.

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ASAE Foundation Bylaws

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Bylaws
The ASAE Foundation — A Nonprofit Corporation
Revised November 2010

Article I — General

  1. Name.  The name is The ASAE Foundation (“The Foundation”), a nonprofit corporation incorporated in the District of Columbia.
  2. Location.  The principal office is in the District of Columbia or elsewhere as determined by the Board of Directors.
  3. Purposes.  The purposes are:
    1. to advance, improve, and promote the profession of association management and those professionals who manage business, trade, professional, philanthropic, scientific, educational, technical, social welfare, agricultural, and other nonprofit organizations;
    2. to provide opportunities for the exchange of expertise, experiences and opinions through meetings, communications, education, research, and publications for nonprofit organization management professionals;
    3. to analyze, identify and deliver the educational needs of the association management profession;
    4. to create studies and surveys for the purpose of disseminating information related to associations and to produce and distribute research findings and reports, journals, books and other publications;
    5. to assist and encourage nonprofit organizations to reach the highest levels of effectiveness, efficiency, and achievement for their constituencies and society;
    6. to acquire, preserve and disseminate data and information in the field of nonprofit organization management;
    7. to cooperate with counterpart organizations in the nonprofit field;
    8. to provide information and knowledge to practitioners and others in the association community and the general public; and
    9. to promote knowledge and understanding among the general public of the profession of association management.
  4. Restrictions.  All policies and activities of The Foundation are consistent with applicable tax exemption requirements, including the requirements that The Foundation not be organized for profit and that no part of its net earnings inure to the benefit of individuals.

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Article II — Board of Directors

  1. Directors.  The governing body is the Board of Directors, which has authority and is responsible for governance of The Foundation.  The Board establishes policy and monitors implementation of policy by staff under the direction of the President & CEO.
  2. Composition of the Board.  The Board of Directors consists of the Officers of The Foundation, six Directors who are also Directors-at-Large of the American Society of Association Executives (“ASAE”), up to two additional Directors appointed by the Chairman of the Board of ASAE under the ASAE Bylaws, and two ex officio Directors:
    1. the Chairman of the Board of ASAE as a voting Director; and
    2. the President & CEO of ASAE and CEO of The Foundation as a non-voting Director.
  3. Terms.  Directors  serve staggered three-year terms.  No Director  may serve more than two succeeding full or partial terms.  However a Director may remain on the Board subsequent to serving a term for as long as the Director is also serving as an Officer of The Foundation; and an ex officio Director has no limit on terms.  Terms coincide with the fiscal year.
  4. Nomination and Election.  Directors other than ex-officio Directors are nominated by the Leadership Committee and elected by the Board of Directors of ASAE.
  5. Vacancies.  Vacancies among Directors other than ex officio Directors are filled by the ASAE Board based on nominations by the Leadership Committee.
  6. Meetings.  Meetings of the Board of Directors are called by the Chairman.  A majority of voting Directors forms a quorum; a majority of votes is required to carry a matter where a quorum is present.  Proxy voting is not permitted.  Voting may occur by postal or other delivery or by electronic means where all Directors vote unanimously in favor of a matter.  Meetings may be held electronically if each Director can hear the others.
  7. Removal.  A Director other than an ex officio Director may be removed by a vote of the Board if the Director is provided with advance written notice including the reason for the proposed removal, an opportunity to contest the proposed removal in writing or in person at a meeting of the Board, and final written notice of the Board’s decision.
  8. Compensation.  Directors other than the President & CEO do not receive compensation for their services but may be reimbursed for expenses.

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Article III — Officers

  1. Chairman of the Board.  The Chairman of the Board is the chief elected Officer and chairs the Board of Directors and the Executive Committee.  The Chairman serves as an ex-officio non-voting member of all committees except the Leadership Committee and Audit Committee.  The Chairman also serves as Chairman-Elect of ASAE.
  2. Secretary-Treasurer. The Secretary-Treasurer is the Secretary-Treasurer of ASAE.  The Secretary-Treasurer is the principal elected financial Officer and serves as the Chairman of the Board when that Officer is unable to serve.
  3. President & CEO.  The CEO of The Foundation is the President & CEO of ASAE.  The CEO is the chief employed Officer and manages The Foundation at the direction of the Board of Directors, Executive Committee and Officers.  The CEO may appoint an ASAE staff member to serve as President of The Foundation in his sole discretion.
  4. Terms.  Officers, other than the President & CEO, serve one-year terms.  An Officer may not serve a successive term in the same office unless the Officer has served a partial-year term in that office.  Terms coincide with the fiscal year.
  5. Vacancies.  Vacancies among the Officers, other than the President & CEO, are filled by the ASAE Board of Directors from nominations by the Leadership Committee.
  6. Compensation.  Officers, other than the President & CEO, do not receive compensation for their services but may be reimbursed for expenses.

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Article IV — Committees and Miscellaneous

  1. Executive Committee.  An Executive Committee consists of the Officers of The Foundation and the Chairman of the Board of ASAE.  It may act in the place of the Board of Directors when authority is designated by the Board or in emergency matters where Executive Committee action is temporary and subject to ratification by the Board.
  2. Other Committees.  The ASAE Leadership, Finance, and Audit Committees also serve The Foundation.  Other committees may be designated and appointed by the Board.
  3. Indemnification.  Directors, Officers, and employees are indemnified by The Foundation to the full extent permitted by law. 
  4. Amendments.  Amendments to these Bylaws are made by the Board of Directors upon a two-thirds vote.
  5. ASAE and The Foundation Relationship.  The Foundation and ASAE shall be organized and operated at all times in a manner to be fully consistent and compliant with the terms and conditions contained in the Strategic Alliance Agreement, as amended from time to time, except as otherwise provided by these Bylaws.  The approval of the ASAE Board of  Directors is required before The Foundation separates from ASAE or takes major steps toward separation.

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